DSGR Proxy Amendment Sets September 30 Record Date for $35/Share Going-Private Vote
DSGR sits 84% above its 52-week low of $19.02.
Summary
DSGR filed Amendment No. 1 to its preliminary proxy for the $35.00-per-share cash going-private merger led by CEO J. Bryan King's LKCM Headwater, setting a September 30 record date and adding Q3 estimates, a $460-510M acquisition pipeline and disclosure of six stockholder demand letters.
Key Events · M&A and Partnerships · DSGR
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Special Meeting Set for $35.00 Cash Merger
Stockholders of record on September 30, 2026 (46,286,621 shares outstanding) will vote on the merger with Eclipse Parent at $35.00 per share in cash, an 81.3% premium to the $19.31 unaffected price on March 13, 2026.
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Minority Vote Is the Real Gate
LKCM's 78.5% stake is locked up in favor of the deal, securing the majority-of-outstanding approval, but the merger also requires a majority of votes cast by disinterested stockholders, which LKCM's shares cannot influence.
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Financing Fully Quantified
About $384M is needed (~$358M merger consideration plus ~$26M fees), funded by a $125M equity commitment and the $800M of 10.00% Senior Notes due 2032 priced October 15, 2026 and held in escrow; the merger is not conditioned on financing.
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Q3 Revenue and EBITDA Estimates Disclosed
Preliminary Q3 2026 revenue of $564.0M-$572.0M (+8.9% to +10.4% YoY) and Normalized EBITDA of $55.3M-$59.0M (+14.1% to +21.8%), with TestEquity EBITDA up 45.7%-53.8%.
Analysis · DSGR · Trade & Services
The minority ballot is the real gate here. This amended preliminary proxy covers the $35.00-per-share cash buyout by CEO J. Bryan King's LKCM Headwater group, which already owns 78.5% of the stock; LKCM's locked-up votes guarantee the majority-of-outstanding threshold, but the merger still needs a separate majority of votes cast by non-affiliated stockholders. The amendment adds the September 30 record date (46.3M shares out), preliminary Q3 revenue of $564-572M and Normalized EBITDA of $55.3-59.0M, and a $460-510M acquisition pipeline the buyer group would pursue privately. It also discloses six Section 220 demand letters probing the board's conduct — no suits filed yet — and quantifies the financing: about $384M needed, covered by $125M of equity plus the $800M of 10% notes already priced. With the stock at $35.04, essentially at the $35.00 deal price, the market is pricing completion, not upside.
How filings like this one have moved
In the 30 days to Oct 20, 2026, 37.4% of the 952 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.87%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, DSGR was trading at $35.04 on NASDAQ in the Trade & Services sector, with a market capitalization of approximately $1.6B. The 52-week trading range was $19.02 to $35.30. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.